Second Amendment to Private Shelf Agreement






SECOND AMENDMENT TO
PRIVATE SHELF AGREEMENT 



        THIS
SECOND AMENDMENT dated as of May 18, 2004 (this “Second Amendment”)
to the Multi-Currency Private Shelf Agreement dated as of August 26, 2003 (as amended to
date, the “Private Shelf Facility”) is between Nu Skin Enterprises, Inc.,
a Delaware corporation (the “Company”), on the one hand, and Prudential
Investment Management, Inc. and the holders of the Series A Senior Notes and Series B
Senor Notes issued under the Private Shelf Facility that are signatories hereto
(collectively, “Prudential”), on the other hand. 




RECITALS 



             A.       
          Pursuant to the request of the Company, the Company and Prudential now desire to
          amend the Private Shelf Facility in the respects, but only in the respects,
          hereinafter set forth. 



             B.       
          Capitalized terms used herein shall have the respective meanings ascribed
          thereto in the Private Shelf Facility unless herein defined or the context shall
          otherwise require. 



             C.       
          All requirements of law have been fully complied with and all other acts and
          things necessary to make this Second Amendment a valid, legal and binding
          instrument according to its terms for the purposes herein expressed have been
          done or performed. 



        NOW,
THEREFORE, upon the full and complete satisfaction of the conditions precedent to the
effectiveness of this Second Amendment set forth in Section 3 hereof, and in
consideration of good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, the Company and Prudential do hereby agree as follows: 




Section 1.      Amendments to
Private Shelf Facility  



        1.1      
  Section 10.4 of the Private
Shelf Facility is hereby amended in its entirety to read as follows:  




        
      “10.4    
Minimum Consolidated Net Worth 



	  	        The
Company will not, at any time, permit Consolidated Net Worth to be less than the sum of
(i) $220,661,800, (ii) an aggregate amount equal to (a) 50% of Consolidated Net Income (in
each case to the extent a positive number) earned in the fiscal quarter ended March 31,
2004, and each subsequent fiscal quarter to and including the fiscal quarter ended
December 31, 2005 and (b) 60% of Consolidated Net Income (in each case, to the extent a
positive number) for each complete fiscal quarter thereafter, unless clause (iii) below is
operative for any given fiscal quarter  









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	  	 (in which case such fiscal quarter shall be
excepted from this clause (b)), (iii) for the fiscal quarter ended March 31, 2006 and each
fiscal quarter ended thereafter to but not including the fiscal quarter in which Total
Indebtedness is first reduced to $120,000,000 or less, an aggregate amount equal to 70% of
Consolidated Net Income (in each case to the extent a positive number) earned in each such
fiscal quarter, and (iv) 50% of the net proceeds realized by the Company and its
Restricted Subsidiaries from (a) the sale of Equity Securities subsequent to December 31,
2003, excluding issuances of Equity Securities upon exercise of employee stock options or
rights under any employee benefit plans (excluding such exercise by any Person that owns
greater than 5% of the Equity Securities of the Company), (b) issuances of Equity
Securities in connection with acquisitions by the Company and its Restricted Subsidiaries
and (c) reissuances of up to $60,000,000 of treasury securities purchased by the Company
after December 31, 2003. 













        1.2
         The Private Shelf Facility
is further amended by adding thereto a new Section 10.11 as follows:  




        
         
         “10.11
Minimum Cash. 



	  	        The
Company covenants that at no time from March 31, 2004 through and including September 30,
2004 will Available Cash be less than $75,000,000 and that at no time from October 1, 2004
through and including December 31, 2005 will Available Cash be less than $90,000,000. For
purposes hereof “Available Cash” shall mean the difference between (i) the
amount of the consolidated cash and cash equivalents of the Company and Restricted
Subsidiaries and (ii) the aggregate amount outstanding under revolving credit facilities
on which the Company or any Restricted Subsidiaries are obligated as borrowers or
guarantors.” 







        1.3
         Schedule A of the Private Shelf Facility is hereby further amended by amending and
restating the definition of “Consolidated Net Worth” in the following manner: 



	  	        “Consolidated
Net Worth” means, at any time, (a) the consolidated stockholders’ equity of
the Company and the Restricted Subsidiaries, as defined according to GAAP, less (b) the
sum of (i) to the extent included in clause (a), all amounts attributable to minority
interests, if any, in the securities of Restricted Subsidiaries, and (ii) the amount by
which Restricted Investments exceed 20% of the amount determined in clause (a). 









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Section 2.         
Representations and Warranties and Covenants of the Company.  



                 
2.1         
To induce Prudential to execute and deliver this Second Amendment (which representations
shall survive the execution and delivery of this Second Amendment), the Company represents
and warrants to Prudential that: 



               	 	
                    (a)       
                    this Second Amendment has been duly authorized, executed and delivered by it
                    and each Guarantor Subsidiary which is a signatory hereto and this Second
                    Amendment constitutes the legal, valid and binding obligation, contract and
                    agreement of the Company enforceable against it in accordance with its terms,
                    except as enforcement may be limited by (i) bankruptcy, insolvency,
                    reorganization, moratorium or similar laws or equitable principles relating to
                    or limiting creditors’ rights generally and (ii) general principles of
                    equity (regardless of whether such enforceability is considered in a proceeding
                    in equity or at law); 


                    



               	 	(b)       

                     the Private Shelf Facility, as amended by this Second Amendment, constitutes
                    the legal, valid and binding obligation, contract and agreement of the Company
                    enforceable against it in accordance with its terms, except as enforcement may
                    be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar
                    laws or equitable principles relating to or limiting creditors’ rights
                    generally and (ii) general principles of equity (regardless of whether such
                    enforceability is considered in a proceeding in equity or at law); 


                    



               	 	(c)       

                     the execution, delivery and performance by the Company of this Second Amendment
                    (i) has been duly authorized by all requisite corporate action and, if required,
                    shareholder action, (ii) does not require the consent or approval of any
                    governmental or regulatory body or agency, and (iii) will not (A) violate (1)
                    any provision of laws, statute, rule or regulation or its certificate of
                    incorporation or bylaws, (2) any order of any court or any rule, regulation or
                    order of any other agency or government binding upon it, or (3) any provision of
                    any material indenture, agreement or other instrument to which it is a party or
                    by which its properties or assets are or may be bound, or (B) result in a breach
                    or constitute (alone or with due notice or lapse or both) a default under any
                    indenture, agreement or other instrument referred to in clause (iii)(A)(3) of
                    this Section 2.1(c); and 


                    



               	 	(d)       

                     as of the date hereof and after giving effect to this Second Amendment, no
                    Default or Event of Default has occurred which is constituting. 


                    



Section 3.         
 Conditions to
Effectiveness of This Amendment. This Second Amendment shall become effective as of
the date hereof upon the delivery to Prudential of executed counterparts of this Second
Amendment, duly executed by the Company, the Subsidiary Guarantors named as signatories
hereto and the Required Holders. 




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Section 4.         
 Miscellaneous.  



                4.1.
        
          This Second Amendment shall be construed in connection with and as part of the
          Private Shelf Facility, and except as modified and expressly amended by this
          Second Amendment, all terms, conditions, and covenants contained in the Private
          Shelf Facility and the Notes are hereby ratified and shall be and remain in full
          force and effect. 



            4.2
        
Any and all notices, requests, certificates and other instruments executed and delivered
after the execution and delivery of this Second Amendment may refer to the Private Shelf
Facility without making specific reference to this Second Amendment but nevertheless all
such references shall include this Second Amendment unless the context otherwise requires. 



            4.3
        
The descriptive heading of the various Sections or parts of this Second Amendment are for
convenience only and shall not affect the meaning or construction of any of the provisions
hereof. 



            4.4
         This Second Amendment shall be
governed by and construed in accordance with the laws of the State of New York. 



            4.5
        
The execution hereof by you shall constitute a contract between us for the uses and
purposes hereinabove set forth, and this Second Amendment may be executed in any number of
counterparts, each executed counterpart constituting an original, but all together only
one agreement. 



        IN
WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly
executed and delivered by their respective officers thereunto duly authorized as of the
date first written above. 




	 	PRUDENTIAL INVESTMENT

MANAGEMENT, INC.


By:    /s/  Stephen J. De Martini

Its:    Vice President



THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA



By:    /s/  Stephen J. De Martini

Its:    Vice President


                    




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	 	PRUCO LIFE INSURANCE COMPANY



By:    /s/  Stephen J. De Martini

Its:    Vice President



BAYSTATE INVESTMENTS, LLC

Prudential Private Placement Investors,

      L.P., as Investment Advisor

By:    Prudential Private Placement Investors,

             Inc., General Partner


By:    /s/  Stephen J. De Martini

Its:    Vice President



GOLDEN AMERICAN LIFE

INSURANCE COMPANY

Prudential Private Placement Investors,

      L.P., as Investment Advisor

By:    Prudential Private Placement Investors,

             Inc., General Partner


By:      /s/  Stephen J. De Martini

Title:    Vice President



NU SKIN ENTERPRISES, INC.


By:         /s/  Ritch Wood

Name:    Ritch Wood

Its:          Chief Financial Officer


                    





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	 	The undersigned Subsidiary Guarantors

hereby consent and agree to the 

foregoing and to the First Amendment,

dated October 31, 2003, to the 

Private Shelf Faciliity.



NU SKIN ENTERPRISES HONG KONG, INC.,

a Delaware corporation

NU SKIN INTERNATIONAL, INC.,

a Utah corporation

NU SKIN TAIWAN, INC.,

a Utah corporation

NU SKIN UNITED STATES, INC.,

a Delaware corporation

BIG PLANET, INC.,

a Delaware corporation

NSE KOREA LTD.,

a Delaware corporation



By:            /s/  D. Matthew Dorny

Name:    D. Matthew Dorny

Title:      Vice President



NSE KOREA, LTD.,
a Korean corporation


By:    /s/        Luke Yoo

Name:    Luke Yoo

Title:      President, Representative Director

               and General Manager


                    





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